SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RUBINFELD JOSEPH
(Last) (First) (Middle)
C/O SUPERGEN, INC.
4140 DUBLIN BOULEVARD, SUITE 200
(Street)
DUBLIN CA 94568
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SUPERGEN INC [ SUPG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/08/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/08/2004 F 4,125(1) D $11.86 1,410,254 D
Common Stock 01/08/2004 F 509(2) D $11.86 1,409,745 D
Common Stock 01/08/2004 F 574(3) D $11.86 1,409,171 D
Common Stock 01/08/2004 F 770(4) D $11.86 1,408,401 D
Common Stock 01/08/2004 F 590(5) D $11.86 1,407,811 D
Common Stock 01/08/2004 F 693(6) D $11.86 1,407,118 D
Common Stock 01/08/2004 M 16,200 A $3.02 1,423,318 D
Common Stock 01/08/2004 M 1,500 A $4.03 1,424,818 D
Common Stock 01/08/2004 M 1,500 A $4.54 1,426,318 D
Common Stock 01/08/2004 M 2,000 A $4.57 1,428,318 D
Common Stock 01/08/2004 M 1,334 A $5.25 1,429,652 D
Common Stock 01/08/2004 M 1,399 A $5.88 1,431,051 D
Common Stock 49,000 I See footnote(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy) $3.02 01/08/2004 M 16,200 12/31/2003 11/01/2012 Common Stock 16,200 $0 0 I By spouse
Employee Stock Option (Right to buy) $4.03 01/08/2004 M 1,500 12/31/2003 05/22/2013 Common Stock 1,500 $0 0 I By spouse
Employee Stock Option (Right to buy) $4.54 01/08/2004 M 1,500 (8) 11/26/2012 Common Stock 1,500 $0 0 I By spouse
Employee Stock Option (Right to buy) $4.57 01/08/2004 M 2,000 12/31/2003 05/20/2012 Common Stock 2,000 $0 0 I By spouse
Employee Stock Option (Right to buy) $5.25 01/08/2004 M 1,334 (9) 05/14/2012 Common Stock 1,334 $0 0 I By spouse
Employee Stock Option (Right to buy) $5.88 01/08/2004 M 1,399 (10) 09/02/2008 Common Stock 1,399 $0 98,601 D
Explanation of Responses:
1. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 16,200 shares of Common Stock under the Issuer's Amended and Restated 1993 Stock Option Plan (the "Plan") at an exercise price of $3.02 per share.
2. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 1,500 shares of Common Stock under the Plan at an exercise price of $4.03 per share.
3. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 1,500 shares of Common Stock under the Plan at an exercise price of $4.54 per share.
4. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 2,000 shares of Common Stock under the Plan at an exercise price of $4.57 per share.
5. Shares surrendered to Issuer upon exercise by spouse of Reporting Person of options to acquire 1,334 shares of Common Stock under the Plan at an exercise price of $5.25 per share.
6. Shares surrendered to Issuer upon exercise by Reporting Person of options to acquire 1,399 shares of Common Stock under the Plan at an exercise price of $5.88 per share.
7. The shares are held by the Reporting Person and/or the Reporting Person's spouse as custodian for grandchildren.
8. The spouse of the Reporting Person exercised all shares of the 1,500 share option granted on November 26, 2002 under the Plan, which 1,500 share option vested as to 1/12th of the shares on December 26, 2002 and at the end of each full month thereafter.
9. The spouse of the Reporting Person exercised 1,334 shares of the 1,500 share option granted on May 14, 2002 under the Plan, which 1,500 share option vested as to 1/12th of the shares on June 14, 2002 and at the end of each full month thereafter.
10. The Reporting Person exercised 1,399 shares of the 100,000 share option granted on September 2, 1998 under the Plan, which 100,000 share option vested as to 1/30th of the shares on October 2, 1998 and at the end of each full month thereafter.
/s/ Joseph Rubinfeld 01/12/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.